NDA: 5 clauses to watch before signing

A non-disclosure agreement seems harmless. But an overly broad definition of confidential information, an indefinite term, or a hidden non-solicitation clause can bind you for years.

Introduction

A Non-Disclosure Agreement (NDA) is signed hundreds of times a year by freelancers, executives, and SMEs. Yet it's one of the most poorly read contracts: short, apparently standard, often presented as "just a formality."

The subblink team identified the 5 clauses that turn a routine NDA into a contractual trap.

1. The definition of "confidential information"

This is the core clause of any NDA. A definition too broad ("any information communicated") creates impossible obligations. A definition too narrow leaves your strategic data unprotected.

Check: are confidential information and exclusions (already public information, received from a third party, independently developed) precisely defined?

2. The duration of confidentiality

Some NDAs impose an indefinite duration or "as long as the information remains secret." In practice, this means a potentially perpetual obligation, difficult to enforce and audit.

Check: is the duration precisely defined (2 to 5 years is standard)? Is there a distinction between trade secrets (long protection) and ordinary commercial information (shorter term)?

3. Exceptions to confidentiality

Every serious NDA must include exceptions: already public information, disclosure required by a court or regulatory authority, information known before signing.

Check: are legal exceptions present and correctly worded? Their absence can render the NDA unenforceable or disproportionate.

4. The non-solicitation clause

Some NDAs quietly include a clause prohibiting solicitation of the other party's employees or clients. This clause has far broader scope than a simple confidentiality commitment.

Check: does the NDA include a non-solicitation clause? If so, what is its duration and scope? Is it reciprocal or unilateral?

5. Governing law and jurisdiction

In international relationships, this clause determines which court resolves disputes and under which law. An NDA subject to foreign jurisdiction can make any legal action practically impossible.

Check: does the applicable law and jurisdiction match your country? Under French and Swiss law, jurisdiction clauses in B2C contracts may be unenforceable against individuals.

Conclusion

A well-drafted NDA protects both parties fairly. A poorly drafted NDA — or one signed without reading — can expose you to years of litigation.

Before signing, submit your NDA on subblink: the analysis automatically detects these 5 risk areas and generates a ContractScore with A→E verdict.